Mystified
by Cliffjumper
Summary: The ficition is finally finished. Sorry for the log wait. Between my exams, registration for spring classes a Chrismas shopping I hardly had time to sit down. Enjoy. Please review.
1. Default Chapter

**Mystified**

Thwipp. Whoooshhh. A red and blue streak is seen swinging through thecity. Heads look up to see the spectacular Spider-Man executing fantastic gymnastic feats on a thin strand of webbing. "Ahhhhh. This is the best part of that spider bite. Just getting out and clearing my head." Spider-Man thought to himself.

A bystander looks up and remarks,

"Why doesn't he just put that act on TV!"

As Spider-Man swings through the caverns of Manhattan he releases his web and lands on a building ledge. Surveying the city's streets he notices some smoke billowing out of a small convenience store.

"Great, and I had myself thinking it'd be a quiet night too. Well at least I can make a few bucks from JJJ."

Spider-Man flips of the ledge, shoots a web out, attaches his camera to the side of the building, and swings down to the street. He runs to the smoke, and he sees two masked men making a run for an old car. Spider-Man quickly shoots out a web-line and trips up the two criminals. He flips up onto the car and says, "If this is your idea of a getaway car I am definitely not seeing the perks of crime." Spider-Man spins his webs around the crooks and strings them up on the lamp post. The crowd forming around him ohs and awes at his quick defeat of the criminals, and Spider-Man swings off before the police arrive. He quickly grabs his camera on the building ledge and leaves.

Across the city at Laguardia Airport a company jet from Boston arrives. Two scientists from Novartis, Paul Szklennik and Simon Shuster step off the plane and meet up with an United States government official and two military officers.

"Good to see you two. Let's step into the limo, and we'll be on our way." The limo drives off to 405 Lexington Avenue.

"I'm a little nervous sir." Paul said.

"Don't worry about Mr. Szlenick . . . is it? Inquired the general.

"S then clinic." Paul said

"Mr. Szklennik. You'll do fine. The top scientists at the pentagon are amazed at this breakthrough. I'm sure that will break the ice quite well." The general said.

"Where exactly are we headed?" Simon asked.

"We're heading to a conference room on the 55th floor of the Chrysler Building. We'll be there shortly." The general said.

As the limo takes a turn a screeching car appears around the corner cutting off the limo. The limo comes to screeching halt. Immediately after stopping three men rip off the doors to the back of the limo.

"Freeze or we'll shoot!" the military officers yelled.

Several shots ring out, and proceed through the men.

"What the . . . they're not even down! What do we do?" the officers ask.

"Move!" the general commands.

Paul, Simon, the general, and two army officers begin to run. Then three more men appear from out of an alley in front of them, but this time they are brandishing 9mm peacekeepers.

"Set the chemical case down slowly!" one of the men said.

After the case was laid on the ground, the three men in front of them disappeared.

"What happened to the . . . the . . . the men?" Paul inquired nervously.

"Don't know, but get the chemical case." The general commanded.

Before Paul could reach the case the sound of three guns cocking are heard, and the request is made again. One of the three mysterious men grabs the suitcase. The other two shoot Paul, Simon, the general, and the soldiers with chemical tipped darts.

A red and blue figure swings towards the Stark Enterprise's Tower. As he alights on the building, he opens a window and slips in unnoticed by anyone.

"Peter have you ever tried a door?" M J quips.

"Ahhh, home sweet home." Peter says while taking off his mask.

"Hi tiger. good night?" Mary Jane asked.

"Well just a simple robbery, but I managed to get a few good pics for old Jonah Jameson. Although I doubt it'll put us on easy street. Your day?" Peter asks.

"Not much happened just rehearsing for the off Broadway play I'm in."

"Well I'm off to get myself a shower and check out the daily 'Spidey's a Menace Report' on the news." Peter said.

Mary Jane turns the TV on, picks up the channel changer, and turns it to the local news station.

"This just in! A car hijacking has taken place near 405 Lexington Avenue. Two chemists from Novartis, and three government officials were kidnaped. The kidnapers' identities are still unknown. Some witnesses claim that the kidnapers had superhuman strength. Others witness claim several similar men appeared almost out of thin air, and took a briefcase containing chemicals. The contents of the suitcase are unknown. The United States government has only issued this statement, 'The contents of the briefcase are a new experimental organic compound only recently discovered. The chemical compounds are a breakthrough for some psychological and physical aliments.' We will continue to keep you updated as we receive more information. In other news Spider-Man foil . . . " The news broadcaster's words are cut short when Peter enters the living area.

"Well I guess I better take a rain check on the shower. Sorry, honey duty calls. Love ya." Peter says winking.

"Love you too. Go get' em tiger!" Mary Jane says while blowing Peter a kiss.

Eyes open, and darkness gives way to light.

"Wha... where are we?" Simon asked.

"I don't know my head is pounding. Last thing I remember we were hijacked, and knocked out." Paul answered.

"Quite correct",a muffled voice says, "Thank you for the generous donation of chemicals. They're quite crude, but with a few adjustments and additions they should become quite potent." The voice finished.

"Who are you? What do you want!" The general asked.

"Why I simply wanted the chemical compounds. You were just in my way. Although you will be excellent lab rats... hahahahahahahaha!" The mysterious voice manically said.

Across town Spider-Man arrives at the scene of the abduction. Several NYPD squad cars are parked in the street, and a crowd control unit is well in place keeping the crowds back.

"Man whoever these guys were they sure didn't waste anytime getting what they wanted." A police officer states.

Just then Spider-Man lands on the ground, and walks towards the police officers.

"What's up?" Spider-Man asked. " I heard about the car jacking on the news and thought I'd check it out."

"This is official police business Spider-Man please back off." Officer Moony says.

"Look I just want to know what happened then I'll web off to La La land 'kay?" Spider-Man says.

"All right. All we've been able to ascertain is that at least six men with superhuman strength hijacked a limo heading towards a small scientific conference at the Chrysler Building. All the car's occupants are missing, and the chemicals being carried by the scientists were taken as well. Whoever did it had everything planned out to the letter. All the witnesses claim that the attack was well organized, and it was extremely efficient."

"Was anything found on the scene?" Spider-Man inquired.

"Nothing viable." Officer Moony stated.

"Alrighty, thank you officer." Spider-Man said.

After finishing his conversation with the NYPD Spider-Man shoots a web to a nearby flag pole, and swings off in the distance.

Swinging from a strand of webbing to strand of webbing Spider-Man mulls over the current situation.

"Hmmm a well-orchestrated hijacking. Hmmmm, maybe the Kingpin, but he wouldn't use super-powered henchmen. Doc Ock maybe, but the problem is, he's in the slammer. "

Spider-Man flies off his web-line, and lands on a gargoyle's head.

"Well there's not much I can do now, but wait. I'll head back home, and get some food and a good night's rest."


	2. Chapter 2

The splendor of the sun rises over the New York skyline, and a well-rested Peter Parker wakes up and hails a cab to the Daily Bugle. When he arrives, he sees Jameson barking to a reporter.

"I want stories not dribble! This is a newspaper not a circus magazine. If you want dribble try the New York Times!" Jameson yelled.

"Well aren't we all sunshine and happiness." Parker quickly quipped.

"Parker! Don't tell me you actually did some work, and got me some pictures of the car hijacking!" Jameson asked shocked.

"Actually I did do work, but it was for pics of Spider-Man stopping the small time thieves downtown last night." Parker said.

"Oh well, I guess I have to take what I can get. Let's see 'em." Jameson said sighing. "Is this it! I'll give you $50 for each." Jameson said.

"Whatever, I just figured you could use them to wallpaper your bedroom." Parker chuckled as he took his check.

"Wallpaper, I'll have you know I just finished an exposé revealing how Spider-Man caused that carjack..." Jameson continued as Peter closed the door to his office.

Before Peter reached the elevator, he noticed Ben Urich by the fax machine. Peter changed his course, and tapped Ben on the shoulder.

"Hi, any more info on the hijacking?" Peter asked.

"Well nothing much except some fragments from the missing chemical case. See ya." Ben said

"Thanks have a good one." Peter added

After exiting the Bugle Peter Parker ducks into an alley, and performs a quick clothes change into Spider-Man. Soon Spider-Man is seen swinging above the city.

"Might as well see if I can find any trace of the car jackers. The cops should be done with the crime scene. Maybe I can find something they missed. Executing a flip off his web Spidey twists around in midair and shoots another web at a nearby building ledge.

Within a few short minutes Spidey arrives on the crime scene. The roadway is still blocked off by police caution tape. So he flips off the building and lands on the ground. Spider-Man's spider-sense gives a hint of a tingle, as he walks passed the alley.

"Spider-sense tingling. Why. I don't see any danger." Spider-Man thought to himself.

As soon as he finishes that thought Spidey notices a small glimmer of light shining off a small fragment of metal.

"Hmmmmm, what's this? Looks like a small circuit board, but I can't tell for sure. Better take it with me and take a look at under my microscope. It's a promising start. Maybe Tony Stark can help me find out exactly what it's made out of." Spidey inquires quietly.

A quick web shot pulls Spider-Man up into the air towards Midtown Manhattan. Only a few moments away from Spider-Man The Broadway National Bank's alarm sounds. Seven men in suits and sunglasses take the employees hostage, and begin their attempt to break into the vault.

"Everyone keep on the ground and **don't** move!" One of the six men said.

Just over head the amazing Spider-Man's spider-sense is blaring at full blast. He looks down and notices the situation. Quickly turning on his web-line Spider-Man lands on a building across the street. Crawling down he sees the situation.

"Hmmm, this is tricky. The hostages are huddled together, and three of the seven are trying to open that vault. A direct assault should do the trick." Spidey thinks to himself.

Shooting a web across to the building, Spider-Man swings down and smashes into the front doors. Acting fast spider-Man shoots two web-lines tying up two of the men. The other five turn and before they know where or what the commotion was Spider-Man is on the ceiling. Spidey slowly crawls over head. Before he gets in place, the five men look up with guns raised.

"Well I guess you boys all have memberships in the NRA!" Spidey jokingly says, "This is odd my spider-sense didn't warn me why? No time for that now." Peter thinks.

Before shots can be fired Spider-Man jumps backwards off the ceiling, and springs off a wall nearby. As he launches forward, the five men vanish.

"What!" Spidey yells.

Spider-Man is unable to correct his movements so he quickly shoots out a thick web spray towards the wall. BAM! Spider-Man is slammed against the wall, but his hit is cushioned by the webbing.

"What was that I could've sworn there were five guys right in front of me!" Peter asks.

He quickly leaps off the wall, and checks to see if the hostages are okay. Just then the two webbed up men break out, and Spider-Man's spider-sense goes off. Quickly turning around Spider-Man confronts the men.

"Hey! You broke my webbing! Oh well there's plenty more where that came from." Spidey quips.

Quickly jumping upward Spider-Man shoots out four web-balls. All four make solid connections, knocking the men out cold. Spider-Man lands by the unconscious men. As he disarms the men, Spider-Man notices that part of the men's hands are missing skin.

"Wait a minute they're robots. Well that explains their ability to break through my webbing, but it still doesn't explain why they can pull Houdini's."

Exiting the bank Spider-Man sees several squad cars coming down the road. Spider-Man jumps up and swings off into the distance.

The five hostages Paul, Simon, the general, and his two guards are struggling to free themselves.

"Eghhhh, can't get myself free!" The general says.

"None of us can the rope is made out of some kind of steel polymer." Simon adds.

Just then through the shadow a tall man in a suit approaches the hostages. He sets down a small trapezoidal shaped object. One light appears on the object, and the man exits through a nearby door. A gas seeps out of the top of the object, and the men attempt to avoid breathing the gas. They fail, and small amounts are absorbed both into their circulatory systems and through their skin pores.

"What is this gas?" Paul asks frantically.

"Cough cough... don't know." Simon responds.

"Hahahahaha" a voice laughs.

From the door emerges four metallic tentacles, and then the sinister image of Doctor Octopus.

"What I thought you were at the Vault!" The general yelled.

"No prison can hold me! Now if you'll excuse me I have some important business to attend to." Doctor Octopus says.

Across town at Stark Tower Peter Parker analyzes the small fragment under his old microscope.

"No good, can't tell what it is with such a weak magnification. Better try the Avengers science lab. "

MJ I'm heading to the lab" Peter says.

"All right Peter." Mary Jane responds.

Peter Parker exits his apartment and walks down the hallway to the elevator.

"Hi Mister Stark." Peter says nervously.

"Pete I'm begging you call me Tony. You've gotta break that habit. Where you headed?" Tony inquires.

"Down to the chem lab to see if I can figure out what this fragment is." Peter explains.

"Come with?" Tony asks.

"Sure the more the merrier." Peter says.

Entering the elevator the two super heroes begin their descent to the lab.

"So everything going okay at Stark Enterprises?" Peter asks.

"Yeah. How have you been handling the move?"

"Well, it's sure beats the Ritz. Heck it beats any place. Aunt May enjoys it here, and MJ loves the room. So can't complain. I really appreciate what you've done for us." Peter says.

"No problem Peter you've not only earned it, but you deserve it!" Stark asserts.

The two scientists exit the elevator and walk towards the lab. Once they enter Peter's eyes light up.

"Man you guys have everything here." Peter says excitedly.

"Glad I could accommodate you Peter." Tony quips.

Peter places the tiny fragment under a powerful microscope, and begins a molecular analysis of the materials.

"Let's see what this thing is made of." Peter says to himself.

"Well lets see I'm reading a basic metallic structure. The computer is also picking up small electronic circuitry. Amplify it." Stark says.

"Sure thing." Peter proceeds to increase magnification.

"Hmmmm, the it's too smashed up to actually tell what it was and did. It looks like one of the wires led to a battery of some kind, but I can't tell. One thing's for sure it's a pretty sophisticated piece of technology." Stark says intrigued.

"Nothing. This still doesn't narrow down who was behind that car jacking." Peter says.

"Let's at least run it through the mass spectroscope and IR1." Tony says.

Peter places the mechanical fragment on the pad, the spectroscope performs the test, and the results print out. Peter then takes a small piece off the metallic device, and places it in the IR machine. Once the test finishes the results from both tests print out.

"Thanks Mr Sta... I mean Tony. I think I'll take a look at this, and get some sleep." Peter says.

"All right goodnight Pete." Tony says.

1IR- infrared radiation machine- used to find out the basic molecular structure of solids and liquids.


	3. Chapter 3

A cool crisp breeze sweeps through the canyons of Manhattan. The city streets are bursting with traffic, and the subways are running at full capacity. As for Peter Parker he is still asleep at a desk with head in hands.

"Peter, Peter, PETER wake up!" Mary Jane says.

Peter shoots up out of his seat, "wha huh... oh Mj it's you."

"What were you doing last night you never came to bed." Mary Jane asks.

"I was studying these IR and mass spec results, but still no clues." Peter explains.

"Well I'm heading off to rehearse for the play tiger. Have a good day." Mary Jane says while walking out the door.

Peter walks to the kitchen and greets his Aunt May.

"Morning Aunt May. Sleep well?" Peter asks.

"Yes I did. You look exhausted Peter." Aunt May says.

"Sure am. I was going over some data on a fragment of metal I found at the scene car jacking. I didn't make any head way though. Jarvis has the paper come in yet?"Peter asked.

"Yes Mr. Parker" Jarvis says passing the Bugle to Peter.

"Thanks." Peter says.

Peter begins reading the Bugle. After he finishes breakfast, Peter walks to his room, opens the closet door, and takes out his Spider-Man costume, and makes a quick clothes switch. He spins his web around his regular clothes and slings them on his back. He opens the window and does a swan dive. He lets himself descend for a few seconds, and then catches himself with a strand of webbing.

At that moment at the Bank of New York a mysterious pedestrian walks into the bank. He throws off his long trench coat, and brushes his belt with his hand. Before the bystanders know it Mysterio appears before them.

"Look out it's that freaky Mysterio character!" Someone yells.

The people scatter, and Mysterio throws a small cube into the crowd. Suddenly Doctor Octopus crashes throw the front entrance. The crowd screams for help, but Mysterio has already begun raiding the bank. Just above the commotion, Spider-Man hears the cries for help. He quickly changes his course of direction, and slams through the window.

"Hold it!" Spider-Man orders. "Wait a minute something isn't right my spider senses are focusing on Misty over there. That must mean Octopus is an illusion." Spidey ponders.

"Ahhh finally! Better late than never Web-Head!" Mysterio says gleefully.

Propelling his body forward as fast as possible Spider-Man attempts to grab Mysterio. Mysterio evades the web-spinners initial attack, and he quickly counters it by releasing a smoke screen.

"Now we'll play in my court fool!" Mysterio says.

Spider-Man quickly recovers, and begins swinging blindly in the smoke.

"Come out Mysterio!" Spidey demands.

"Always frustrated when you're losing eh Spidey!" Mysterio says goading Spider-Man.

Before Spider-Man can throw another punch he is punched in the back of the head. Spider-Man falls to the floor.

"Nice punch Misty, but not good enough!" Spidey asserts.

After regaining his footing Spider-Man makes a quick leap to the ceiling, and begins scanning the area for Mysterio.

"Hahaha Hahaha! Running away are you." Mysterio says while reaching for another holo-cube.

After its activation Spider-Man sees Mysterio making a dash for the back exit.

"Now who's fleeing!" Spider-Man says.

Quickly shooting a web out, Spidey swings to the floor, and lands directly in front of Mysterio. Spider-Man throws a punch, but Mysterio jumps right over the red and blue super hero and then vanishes.

"Arghh another illusion Berkhart's pretty good at this stuff now, but he won't get away this time." Spider-Man thinks to himself. Quickly exiting out the back way, Spider-man jumps onto the wall and scales it to the top. He looks for any sign of Mysterio, but none is to be found.

"Well it looks like Misty is back in town. He could be behind the car jacking, but I still have no evidence. This is not going to be a good day." Spider-Man says.

Jumping off the building's ledge Spider-Man spins a web and continues swinging through the city. Unbeknownst, to our arachnid hero Mysterio was hiding directly in the alley below.

"Fool my holo-cubes are functioning at full capacity. Now to the next phase of my plan." Mysterio thinks to himself.

A few short minutes later Peter Parker arrives at Midtown High School.

"School's pretty quiet today." Peter notices.

As he walks to the front office, Peter waves to one of his students, and enters the office.

"Hi Maude. Still beautiful as always. Is they're going to be any need for some science teachers this summer?" Peter inquires

"Afraid not Peter. The school's GPA is up, and not many students are having to take summer classes. Sorry." Maude says.

"No problem. Just thought I'd check." Peter says.

After exiting the school Peter hails a cab, and provides the cabby with the destination for the Daily Bugle.

"I can at least check out the Bugle for some photo assignments." Peter mulls.

Across town at 2nd East 63 Street at the New York Academy of Science a small scientific demonstration is being held. The demonstration is of much interest to one of the garbed spectators in the room. No sooner do the scientists step onto the stage then a strange mist billows in from the air conditioning vents. Then the garbed spectator stands up, and quickly jumps onto the ceiling, and removes his clothes.

"Well, we'll just be taking this little trinket" Venom says.

"Everybody run!" A scientist yells.

The small audience scatters and Venom lands on the ground, grabs the device, and crashes through the window. After Venom lands on the ground a strange transformation occurs.

"Ha the fools believe Venom to be the thief, but it is only the genius of Mysterio" Mysterio thinks to himself. "Right now the gas I recovered from the Novartis scientists only works for a limited time, but now, my power is limitless Hahaha hahaha!"


	4. Chapter 4

As Peter enters the Daily Bugle's offices via a broom closet, he notices the newsroom is unusually busy.

"Hey I need that report over the wire!" A reporter yells.

"Everyone fine?" Someone yells.

"C'mon C'mon people! We've gotta a special edition to get out! Parker what are you doing here. Did you bring me any pictures I can use?" JJJ barks.

"Sorry nothing. What's going on?" Parker inquires.

"What's going on... What do you kids do all day sleep and eat? There was a robbery at the Bank of New York by Mysterio, and almost right after that Venom stole a some experimental micro bugs. I need pictures of this Parker. Get some!" Jameson yells.

"You mean nannities JJJ?" Peter suggests.

"Whatever just get pictures Parker!" Jameson bellows.

"Yes Sir Mr. J." Parker jokingly says.

"Don't call me Mr. J.!" Jonah says.

Peter dashes to the elevator, and right before it closes he slips through the doors.

"Venom this can't be good. I wonder who the host is now? Defiently doesn't sound like Gargan or Fortunato. None of these heists add up." Peter mulls.

As he exits the Daily Bugle he turns into an abandoned alley, performs a quick surveillance scan, and climbs up the wall. Mid way up he changes into the Wondrous Web-Spinner. Climbing to the top of the building Spider-Man shoots a web and swings off the ledge.

"Alright parker think. Venom and Mysterio have both been reported stealing high tech equipment or chemicals. Venom wouldn't be interested in anything like that, and I'm willing to bet that Misty is playing a bigger roll here." Peter concludes.

Swinging from web to web a dazzling speed Spider-Man quickly makes his way to the headquarters of a certain fish bowl headed villain.

"Wonder Studios, both Beck and Berkhart used this place as a base of operations. So this is as good a place as any to start my search for Mysterio."

Swinging from a strand of webbing attached to a lamp pole Spider-Man lets go, and performs a double somersault onto the wall of Wonder Studios. Sneaking into a window on the third floor Spidey's incredible spider sense begins to buzz. Slowly walking along the ceiling Spider-Man notices a shadow creeping in front of him. Before the spectacular web-slinger can react a fist makes full contact with Spidey's face.

"Umphh! What hit me?" Spidey thinks to himself.

"Hi Spider-Punk!" The shadow says while appearing from the wall.

"Venom! What are you doing here?" Spidey asks shocked.

"No need to worry your little self about that. Just let us eat your brainssssss!" Venom hisses

As Venom leaps towards Spider-Man, Spidey shoots two web lines directly at the walls forming a web barrier.

"Whew! Now I can at least catch my breath." Spidey says.

Venom quickly tears through the webbing like tissue paper and throws another punch at Spider-Man. Spidey quickly leaps to safety on the ceiling, and makes a diving kick towards Venom's back side. Landing with legs spread and hands in web shooting position Venom collapses and smolders.

"Robots! I knew it! Mysterio is here!" Spidey firmly states.

Quickly leaping from wall to wall, with his Spider senses guiding him, Spider-Man crashes through a door, and cart wheels into a crouching position.

"Hahahaha so poorly predictable Spider-Man." Mysterio says turning around in a chair.

"Alright Misty you may have humiliated me in the bank, but not this time!' Spider-Man says assertively.

As he fires two web lines Mysterio vanishes right before the webs make contact, and a two vents immediately open releasing a gas. The gas quickly flows into the room, and is inhaled by Spider-Man.

"Cough Cough Cough... shoulda seen that comin'. Cough... Mysterio's always got a trick up his sleeve."

Quickly running through the door and dashing out the nearest window Peter jumps to the open air.

"There that'll help a little." Pete thinks to himself.

Then before Spider-Man's eyes a semi trailer is headed directly for a man crossing the street.

"Holy mackerel! That truck is headed directly for the pedestrian! I gotta stop it" Spidey thinks.

Like lightning Spider-Man swings down to the street and attempts to save the endangered bystander, but right when Spidey puts his arms around the man he disappears! Then Spider-Man rolls into a lamp post to avoid the oncoming truck.

"Unghhh! That hurt real bad. I hope I didn't break anything. Wait a minute where'd the guy get to, and for that matter where's the semi truck. Arghhhh! Mysterio's illusions. He must've made another clean getaway!"

At that precise moment across town in an abandoned warehouse. A live feed of video footage is displayed to the eyes of Mysterio.

"Excellent. Now that the nannities are in Spider-Man, I can control what he sees, hears, feels, smells, and touches. With the modifications I made to the chemicals they well be supplied with a thermodynamic energy source that should last several hours. Hahahahaha! Spider-Man won't know my reality from true reality!"


	5. Chapter 5

As a new day dawns so does a tired and beaten web spinner.

"Ughhh what a night. Nothing seems broken, just bruised real good."

After a quick shower and some of Aunt May's world famous wheat cakes Peter leaves Stark Towers as the ever Sensational Spider-Man.

"I've gotta get to the bottom of this Mysterio stuff. Obviously he's back to his old tricks, and obviously I'm the target. The only problem is the last illusion seemed more vivid than any of Misty's old ones. I could literally smell the diesel. His illusions have always been good, but not that good. I wonder exactly what that gas did to me if anyhting. I haven't felt different and my spider-sense is still active." Peter thinks to himself.

As Spider-Man's face is caressed by the cool breeze he begins to hear a faint scream in the distance. Propelling himself off his web-line Spidey does a complete 180° turn and shoots out another web-line and streaks toward the scream. As Spidey approaches the scream he notices three assailants surrounding a woman. Spidey quickly flips onto the wall in the alley.

"Hey now, three against one that's not playing fair!" Spider-Man exclaims.

All three gunmen raise their guns, but Spidey notices that his spider-sense is warning him of one shooter and the woman. Quickly flipping off the side off the building and knocking out the gunmen with a kick, he lands in front of the woman.

"Spider-sense is going nuts." Spider-Man thinks to himself.

Ignoring his spider-sense, Spider-Man reaches out towards the woman, but the women shoots out a colorless gas from her shirt pin right in Spidey's face. Acting fast, Spider-Man lets his spider senses guide him and hits the woman with a spider-tracer. When Spider-Man looks up the woman is gone, but remnants of mist are still visible in the air.

"Mysterio no doubt, but now that he's tagged, he's as good as bagged. Oh God I make an awful poet." Spidey jokingly thinks.

Shooting a web at the side of the building Spider-Man swings out of the alley, and curves back on to the outside wall facing the bustling street. Following his spider-sense Spider-Man quickly catches a speeding sedan a few short meters away. Quickly double flipping off the wall he shoots a web onto a street lamp. Then kicks his legs forward in mid-swing, flips backwards, shoots two web strands from his wrists, and slingshot's himself after the car.

At that moment in a warehouse on Park Slope 2nd Avenue in Brooklyn a maniacal laughter is heard by five somewhat scared prisoners.

"That's right Spider-Fool follow the bait." Mysterio says.

"Follow the bait?" Simon whispers.

Stepping out of a room Mysterio comes out looks the general up and down, and walks back into the room. After he enters the room three vents open and the men are put to sleep again.

"This holo-program of the general will work perfectly to assess the current situation of my plan."

At that moment while Spider-Man is swinging after the speeding car, the car comes to a screeching halt. Before Spidey can even catch up another motorist swerves and hits the sedan, and flies through the air. Before it hits the ground it is caught by a web net constructed by Spidey.

"Thanks for wreckin' my car ya web-slingin' manic!" the motorist yells.

"No problem, and because you're so nice I won't even charge you for it." Spidey says while jumping off after the car.

Just as Spidey leaps over a semi-truck he sees the missing General screaming for help.

"Holy! He must have jumped out when the car stopped. I've gotta get him out of harm's way."

Quickly dropping off his web line Spider-Man descends to the ground, rolls onto the ground, plants his feet, jumps, catching the General in his arms, and lands a little roughly on the sidewalk.

"Ha you've wasted valuable time you idiotic arachnid!" the General laughs.

Spidey quickly jumps to a high vantage point looking for the sedan.

"Tricked again!" Spidey angrily thinks.

He quickly swings off searching for the car, and his spider-sense quickly picks up his spider-tracer's signal.

Meanwhile back at the warehouse Mysterio is watching intently.

"So he's placed a spider-tracker on the robot. It's just as well once he gets here he's in for the shock of his puny little **LIFE!**" Mysterio yells while laughing.

After a few minutes the sedan quickly veers onto the Williamsburg Bridge. Right after getting off, the car pulls into an alley and is lost from Spider-Man's view point.

"Great now where'd that wanna be Michael Andretti get to?" Spidey says.

Just then two black sedans peel out from two different alleys.

"Same old tricks ehh Misty. Wait just a sec my spider senses can't discern which is which. **Great! Just great! **Wait a sec."

Spidey quickly leaps of his perch and web swings to the middle of each car.

At that moment in the warehouse,

"What's he doing now?" Mysterio ponders.

Spidey quickly flips off his web line and shoots two web balls at the cars. The one on his left sticks while the other phases through the car.

"Nice try Mysterio, but not good enough!" Spidey laughs to himself.

Quickly hopping onto the car's hood Spider-Man holds on, but feels an electric surge run through its roof. Spider-Man is thrown of the car, but quickly regains his composure. When Spidey alights to the ground he shoots two web strands at the car's rear axle, jumps to his left, twirls around a lamp post, and ties the two strands onto the lamp post. Just as Spidey looks up the rear axle is torn off, and the car comes to a grinding halt. While executing a triple somersault Spider-Man sees the woman run out of the car and into the adjacent warehouse.

"Man she just will not give up! Something tells me I'm going to be facing trouble with a capital M, and that means Mysterio. Better set up my automatic camera, it won't hurt to make a few bucks after all of this."

As Spider-Man cautiously enters the warehouse he flips backwards onto the over hang above the door opening, and webs his camera in place. As he flips onto the ground he notices two forms emerging from the shadows. His eyes open wide beneath his mask and he gasps for air.

"Gwen! Captain Stacy!" Spider-Man says with a wavering voice.

But before Peter can move a muscle, Captain Stacy's face changes into Doctor Otto Octavius, four metallic tentacles grow out of him, and each one lunges for Spider-Man.

Instinctively Spider-Man dodges the attacks. Just then Gwen Stacy's laughs and morphs into the Scorpion. The Scorpion's tail raises and fires an acid shot at Spidey which he narrowly avoids. Spider-Man lands on a wall, and just as he gets his bearings four tentacles lash out. One aiming at his head, the other his waist, and the other two at his feet. He bends, twists, and turns in mid-air and avoids the tentacles, but he notices that another acid spray has been fired by the Scorpion, and he misses the blast, but slams into the ground.

"Excellent Spider-Man is unconscious." Mysterio says to himself.

"You murdered him you monster!" Paul shouts.

"Ha murdered! Merely incapacitated him you fool. Soon he will be punished for the years of humiliation and defeat he has handed to me, but first I will give him the pleasure of seeing an old friend hahahaha." Mysterio says as he continues to drag Spider-Man off.

"Old friend." an officer asks.

Several hours pass. Spider-Man slowly regains consciousness, and notices that he is unable to move.

"Those titanium alloy shackles should keep you busy for a while!"

As Spider-Man struggles, Mysterio turns towards Spider-Man with a solidified confident stature.

"For years now Spider-Man you've humiliated me, patronized me, and worst of all always managed to best my wits! This I swear, even **if** you beat me I **will** have the last laugh!" Mysterio sternly says.

"Berkhart you're a joke! You haven't managed to beat me before, and you definitely won't win this time!"

"You're right Spider-Man, hahaha, Berkhart **is **a joke! **He is nothing**, not fit to even bear the mantle of Mysterio!"

"What are you babbling about dome head!" Spidey frustratingly asks.

"Since I know your petty insults and mind games are designed to buy you time, I'll make this short and oh so sweet."

Mysterio walks towards Spider-Man, stands right in front of him and begins to remove his helmet.

"**No, no, no!** Yyyou. It can't be you! Daredevil saw you die. He witnessed you kill yourself."

"I told you I'd have the last laugh this time Spider-Man. Quentin Beck is and always was alive! You played quite the fool Spider-Man! Surely you didn't believe your old friend could actually die." Mysterio said while laughing maniacally.

"But if you've been alive all this time why did you send Berkhart to try and kill me. Wouldn't that put a little hitch in your plan to get revenge on me?" Spidey asked surprised and shocked.

"Oh Spider-Man have you know memory of all the times I've 'died' and come back. See, if you can **wrap** your tiny spider brain around this! At the time of my so called 'death' you were two. One being you the other the clone, but at that time you were unsure as to who was who. So was I. So I decided to wait and see who each of you were. I made the decision to stage my death do to cancer, and Daredevil was a planned choice because of your frequent alliances with him."

"Wait one minute Misty if you didn't die how did the coroner, and police identify you using fingerprint analysis and finding terminal cancer in you. Spider-Man bewilderedly asked.

"Quite simple, I made my most advance cyborg. A near perfect copy of me. An Organo-metallic robot. I synthesized some cancerous tissue and placed it within the body. Quite simply from there I planted my prints, and used a small holo cube to simulate my innards. From there I supplied Berkhart with newer technology to fight the new Spider-Man. I considered reclaiming my title, but as you know the Green Goblin soon revealed the true you. So I've been planing this day and using Berkhart as an assessing tool to be sure it is you!

The braking of cuffs is heard by both villain and hero. Quentin Beck quickly puts his helmet on and readies himself for Spider-Man.

"Alright, you've humiliated me, kidnaped several people, placed innocent people in danger, stolen new useful technology, and well I'll throw humiliated me in there again, cause that really ticks me off. Now I'm taking you down." Spider-Man assertively states.

"Ah, ah, ah", Mysterio continues waving his finger at our hero, "Attack me and the hostages die!"

"There just more of your illusions Mysterio!"

"Are they really? Are you really willing to chance it?" Mysterio taunts.

Spider-Man is motionless, a million thoughts and strategies racing through his head.

"Well Web-Head what's your move? Attack or risk the death of innocents?"

"You win Mysterio. What do you want?" Spidey depressingly asks.

"I want you beaten, humiliated, and, bowing at my feat!" Mysterio demanded.

Suddenly shackles attach to Spider-Man's feet, and hands and electrocute him. Spider-Man falls, but notices some of his hair standing up on the back of his neck, and a familiar tingling return.

"Thank you spider-sense. Now spider strength don't fail me now!" Spidey thinks to himself while beginning to smile under his mask.

Spider-Man peers upward toward the monitor, and notices something quite unsettling about the hostages and the gun men. The hostages are asleep and the gun men haven't moved. Spider-Man quickly shatters the shackles jumps up and flips over Mysterio.

"Stop our I will kill them!" Mysterio shouts.

"Give me a break Beck. You know and I know there illusions!"

Quickly dashing towards Mysterio Spider-Man lunges out with a punch, but Mysterio evades it just in time. Mysterio quickly throws down a holo cube and creates a wild jungle around the room. He also utilizes the nannities in Spider-Man to create animals.

"Nice try, but this time I have the advantage! My spider-sense is back and I know these are fake!" Spidey says.

"Blast you! I still can defeat you!" Mysterio grabs Spidey from behind and keeps him in a choke hold. Spider-Man pries the arm off his throat and throws him across the room. He shoots two web lines at him, but Mysterio dissolves them with his palms. Using his spring boots he jumps up in the air and attempts a drop kick. Easily avoiding the attempt, Spider-Man shoots a web on his back and yanks him down to the ground. He dashes toward Mysterio and shatters his helmet.

"All right Beck, you did surprise me, but that doesn't mean you'll beat me!" Spider-Man asserts

As Spider-Man is about to make a final blow a hand grabs his fist and pulls his arm around. Looking behind him he sees a black suited gun man. Thinking quickly Spider-Man flips up into the air, spins the gun man around, and lands on top of him on the ground. The robot is shattered, but the room is filled with a green gas.

"Back to your old tricks eh Misty?"

Mysterio eyes Spider-Man through his smokescreen and lunges to punch him, but Spider-Man keenly reacts to his spider-sense, and throws him over him and onto his back. Mysterio shatters.

"ARGHHHH a robot. Mysterio must have gotten away!"

Spidey again feels a familiar tingle and instinctively turns around and swings at the mist. Contact! Spidey hears a thud and sees Quentin Beck on the ground out cold. He dashes out the door and sees the hostages are safe. Quickly running back into the previous room he webs up Mysterio and tries to find a mask seam around his neck.

"Whoa, this really is Beck. He did get the last laugh in a sense. I can't believe he's actually alive. Aww man how am I going to explain this to the cops!" Quickly stringing up Mysterio Spidey strolls over to the computer console and begins sifting through files.

"Wait a minute, thermodynamic augmentation of the nannities. So that's how he was able to control my senses with them. The thermodynamic reaction provided the nannities with a few hours of energy, and he could remotely control or pre-program them. Man this is advanced stuff. No wonder the military was involved. Well I better collect any left overs, and get this dead weight over to Police Headquarters."

After Spider-Man freed the hostages and the General summoned a task force, Spidey leaps up onto the warehouse over hang and retrieves his camera. After exiting he gives the remaining nannities to Paul and Simon.

"Thank you Spider-Man. I'm so very thankful you were able to salvage these. They'll greatly improve medical care as we know it." Paul said.

"You're lucky they were retrieved or I'd have had you hide in government custody." the General bitterly stated.

"Should we arrest him General. He is a vigilante, and wanted for questioning." The other service men asked.

"Wow! I'm literally swimming in gratitude. Now I know why I pay my taxes." Spidey rolls his eyes underneath his masks.

He steps forward and slings Mysterio over his back and web-swings off into the distance.

"I can't believe I actually met Spider-Man." Paul says.

The Ever Amazing End


End file.
